Purchaser. The RPA Seller shall indemnify and hold harmless the Purchaser from and against any loss, liability, expense or damage suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the RPA Seller pursuant to this Agreement or as a result of the transactions contemplated hereby, including, but not limited to, any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the RPA Seller shall not indemnify the Purchaser if such acts, omissions or alleged acts or omissions constitute negligence or willful misconduct by the Purchaser.
Purchaser. The signatory party to this Contract other than the Administrator. Purchaser is also defined to include employees and agents of the Purchaser authorized to conduct activities as required for execution of the timber sale Contract. As an independent contractor, neither the Purchaser, its employees or agents are considered employees of the State of Montana pursuant to work performed under this Contract.
Purchaser. Purchaser was formed solely for the purpose of engaging in the Transactions and activities incidental thereto and has not engaged in any business activities or conducted any operations other than in connection with the Transactions and those incident to its formation. Either Parent or a wholly owned subsidiary of Parent owns beneficially and of record all of the outstanding capital stock of Purchaser.
Purchaser. The Placement Agent has made such reasonable inquiry as is necessary to determine that the Purchaser is acquiring the Capital Securities for its own account, that the Purchaser does not intend to distribute the Capital Securities in contravention of the Securities Act or any other applicable securities laws, and that the Purchaser is not a "U.S. person" as that term is defined under Rule 902 of the Securities Act.
Purchaser. 2.1 Full Name:
2.2 ID NO/Reg No:
2.3 Physical Address:
2.4 Postal Address:
2.5 Telephone:
2.6 Telefax:
2.7 Email:
2.8 Income Tax Registration Number:
2.9 VAT Registration Number:
2.10 Married/ Unmarried: Matrimonial Property Regime / According to the laws of specified country: Name of Spouse: Identity Number: Income Tax Registration Number:
Purchaser. Purchaser hereby represents and warrants to the Company that:
(a) Purchaser is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act and the Securities to be acquired by it pursuant to this Agreement are being acquired for its own account and, as of the date hereof, not with a view toward, or for sale in connection with, any distribution thereof except in compliance with applicable United States federal and state securities law; provided that the disposition of Purchaser's property shall at all times be and remain within its control;
(b) the execution, delivery and performance of this Agreement and the purchase of the Securities pursuant thereto are within Purchaser's corporate or partnership powers, as applicable, and have been duly and validly authorized by all requisite corporate or partnership action;
(c) this Agreement has been duly executed and delivered by Purchaser;
(d) the execution and delivery by Purchaser of the Transaction Agreements to which it is a party does not, and the consummation of the transactions contemplated hereby and thereby will not, contravene or constitute a default under or violation of (i) any provision of applicable law or regulation, or (ii) any agreement, judgment, injunction, order, decree or other instrument binding upon Purchaser;
(e) Purchaser understands that the Securities have not been registered under the Securities Act and may not be transferred or sold except as specified in this Agreement or the remaining Transaction Agreements;
(f) this Agreement constitutes a valid and binding agreement of Purchaser enforceable in accordance with its terms, subject to (i) applicable bankruptcy, insolvency or similar laws affecting the enforceability of creditors rights generally and (ii) equitable principles of general applicability;
(g) Purchaser has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Securities and Purchaser is capable of bearing the economic risks of such investment;
(h) Purchaser is knowledgeable, sophisticated and experienced in business and financial matters; Purchaser has previously invested in securities similar to the Securities and fully understands the limitations on transfer described herein; Purchaser has been afforded access to information about the Company and the financial condition, results of operations, property, management and prospects of the Company sufficient to enabl...
Purchaser. The Purchaser means the Party as more fully described in Clause 1.2 of the Covering Schedule.
Purchaser. By: ----------------------------------- Name: --------------------------------- Title: -------------------------------- EXHIBIT L LIST OF RECORDATION STATES Florida Maryland EXHIBIT M FORM OF INITIAL CERTIFICATION OF THE TRUSTEE September 28, 2005 Bank of America, N.A. Secondary Marketing 201 North Tryon Street, 5th Floor Charlotte, North Carolina 28225 NC1-000-00-00 Xxxx: Xxxxxx Jubulis Wells Fargo Bank, N.A. 9062 Old Annapolis Road Columbia, Xxxxxxxx 00000 Xxxx: BoAMS 2005-9 Xx: Xxxx xx Xxxxxxx Xxxxxxxx Xxxxxxxxxx, Xnc. Mortgage Pass-Through Certificates, Series 2005-9, issued pursuant to a Pooling and Servicing Agreement, dated September 28, 2005, among Banc of America Mortgage Securities, Inc., as Depositor, Bank of America, N.A., as Servicer, and Wells Fargo Bank, N.A., as Trustee Ladies and Gentlemen: In accxxxxxce with the provisions of Section 2.02 of the above-referenced Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), the undersigned, as Trustee, hereby certifies that, except as specified in any list of exceptions attached hereto, either (i) it has received the original Mortgage Note relating to each of the Mortgage Loans listed on the Mortgage Loan Schedule or (ii) if such original Mortgage Note has been lost, a copy of such original Mortgage Note, together with a lost note affidavit. The Trustee has made no independent examination of any documents contained in each Mortgage File beyond the review specifically required in the Pooling and Servicing Agreement in connection with this Initial Certification. The Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability, recordability or genuineness of any of the documents contained in each Mortgage File or any of the Mortgage Loans identified in the Mortgage Loan Schedule or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Pooling and Servicing Agreement. WELLS FARGO BANK, N.A., as Txxxxxe By: ----------------------------------- Name: --------------------------------- Title: -------------------------------- EXHIBIT N FORM OF FINAL CERTIFICATION OF THE TRUSTEE [__________ __, ____] Bank of America, N.A. Secondary Marketing 201 North Tryon Street, 5th Floor Charlotte, North Carolina 28225 NC1-000-00-00 Xxxx: Xxxxxx Jubulis Wells Fargo Bank, N.A. 9062 Old Annapolis Road Columbia, Xxxxxxxx 00000 Xxxx...
Purchaser. Purchaser represents and warrants to Agent that:
